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Clear Leisure Plc (CLP)

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Monday 06 August, 2018

Clear Leisure Plc

Bondholder Meeting

                                                                                                                      6 August 2018

Clear Leisure Plc
(“Clear Leisure” or “the Company”)

Bondholder Meeting

Clear Leisure (AIM:CLP) wishes to notify that it has written to the holders of the €9.9m Bonds (the “Bonds”) calling a meeting at 10.00 am on Wednesday 29 August 2018, at the Company’s registered office seeking Bondholders approval to amend the conversion price of the Bonds as follows (the “Proposal”);

The wording:

“The “Conversion Price” means an amount equal to not less than 20 per cent and not more than 60 per cent of the Company’s reasonable assessment of average closing mid-market price for the Shares on AIM in the ten working days immediately prior to the date upon which the Conversion Notice is despatched.”

shall be replaced by the wording:

“The “Conversion Price” means an amount equal to not less than 125 per cent and not more than 500 per cent of the Company’s reasonable assessment of average closing mid-market price for the Shares on AIM in the ten working days immediately prior to the date upon which the Conversion Notice is despatched converted from sterling into euros at the Company's reasonable assessment of the mid-market exchange rate on that date.”

All Bondholders are entitled to vote on the Proposal. Eufingest SA ("Eufingest"), which holds approximately 43.48% of the Bonds, has confirmed to the Company that it intends to vote in favour of the Proposal.

Eufingest is a substantial shareholder of the Company’s issued share capital as defined by the AIM Rules for Companies, therefore the Proposal is a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. The directors of Clear Leisure, having consulted with its nominated adviser, consider that the Proposal is fair and reasonable insofar as its shareholders are concerned.

The Bondholders' meeting requires a quorum of 75% of the Bondholders. If the meeting is inquorate, it will be adjourned to 12 September 2018 at which time any number of Bondholders will represent a valid quorum.

Bondholders who wish to vote and whose Bonds are held in the name of a broker, dealer, commercial bank, trust company or other nominee institution (including as CDIs) must contact such nominee promptly and instruct or make arrangements with such nominee to vote in accordance with the customary procedures of the clearing systems on behalf of the bondholders. Proxies are due no later than 10.00 am on 28 August 2018.

-ends-

For further information please contact:

Clear Leisure Plc                                                                                     

Francesco Gardin, CEO and Executive Chairman
+39 335 296573

SP Angel Corporate Finance (Nominated Adviser & Broker)         

Jeff Keating / John Mackay
+44 (0)20 3470 0470                                                                                                 

Leander (Financial PR)                                                                    

Christian Taylor-Wilkinson
+44 (0) 7795 168 157

About Clear Leisure Plc

Clear Leisure plc (AIM: CLP) is an AIM listed investment company with a portfolio of companies primarily encompassing the leisure and real estate sectors mainly in Italy. The focus of management is to pursue the monetisation of all of the Company’s existing assets, through selected realisations, court-led recoveries of misappropriated assets and substantial debt-recovery processes. The Company has recently launched a joint venture initiative in the cryptocurrency mining sector. For further information, please visit, www.clearleisure.co.uk


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